UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form U-3A-2 File No. 61-193
Statement by Holding Company Claiming Exemption Under Rule U-
3A-2 from the Provisions of the Public Utility Holding Company
Act of 1935.
C. T. WILLIAMS & CO., INC.
and
SOUTHWESTERN VIRGINIA ENERGY INDUSTRIES, LTD.
hereby files with the Securities and Exchange Commission,
pursuant to Rule 2, its statement claiming exemption as a holding
company from the provisions of the Public Utility Holding Company
Act of 1935, and submits the following information:
1. Name, State of organization, location and nature of
business of Claimant and every subsidiary thereof, other than any
exempt wholesale generator (EWG) or foreign utility company in
which claimant directly or indirectly holds an interest.
C. T. WILLIAMS & CO., INC.
A corporation organized under the laws of the Commonwealth
of Virginia, effective July 5, 1967. The corporation is a
Public Utility Holding Company under Section 3-a-1. All of
its business is carried on in the Commonwealth of Virginia.
(The company changed its name from Williams Associates, Inc.
to C.T. Williams & Co., Inc. on July 31, 1997.)
SOUTHWESTERN VIRGINIA ENERGY INDUSTRIES, LTD.
A 81.37% owned subsidiary corporation of C. T. Williams
& Co., Inc., organized under the laws of the
Commonwealth of Virginia. The corporation changed its
name on June 30, 1977 from Southwestern Virginia Gas
Service corporation to Southwestern Virginia Energy
Industries, Ltd. The corporation is a Public Utility
Holding Company under Section 3-a-1. All of its
business is carried on in the Commonwealth of Virginia.
Page 2 of 7
SOUTHWESTERN VIRGINIA GAS SERVICE CORPORATION
A wholly owned subsidiary corporation of Southwestern
Virginia Energy Industries, Ltd., organized June 30,
1977 as Phoenix Energy, Inc. under the laws of the
Commonwealth of Virginia. The corporation changed its
name from Phoenix Energy, Inc. to Southwestern Virginia
Gas Service Corporation June 30, 1977. It is engaged
primarily in the sale of propane (bottled gas). All of
its business is carried on in the Commonwealth of
Virginia.
MIDWAY BOTTLED GAS COMPANY, INC.
A wholly owned subsidiary corporation of Southwestern
Virginia Energy Industries, Ltd., organized under the
laws of the Commonwealth of Virginia. It is engaged
primarily in the sale of propane (bottled gas). The
majority of its businss is carried on in the
Commonwealth of Virginia, with a small amount of sales
in North Carolina.
SOUTHWESTERN VIRGINIA GAS COMPANY
A wholly owned subsidiary corporation of Southwestern
Virginia Energy Industries, Ltd., organized under the
laws of the Commonwealth of Virginia. It is a Public
Utility company subject to the jurisdiction of the
State Corporation Commission of Virginia, doing
business exclusively in Virginia.
BATT'S NECK PROPERTIES, INC.
A wholly owned subsidiary corporation of Southwestern
Virginia Energy Industries, Ltd., organized under the
laws of the Commonwealth of Virginia. The corporation
is engaged in apartment rentals. All of the business
is carried on in the Commonwealth of Virginia.
2. A brief description of the properties of the Claimant
and each of its subsidiary public utility companies used for the
generation, transmission and distribution of electric energy for
sale, or for the production, transmission and distribution of
natural or manufactured gas, indicating the location of principal
generating plants, transmission lines, producing fields, gas
manufacturing plants, and electric and gas distribution
facilities, including all such properties which are outside of
the State in which the Claimant and its subsidiaries are
organized and all transmission or pipelines which deliver or
receive electric energy or gas at the borders of such state:
Page 3 of 7
C. T.WILLIAMS & CO., INC.
C. T. Williams & Co., Inc. is a Public Utility Holding
Company, which was organized under the laws of the
Commonwealth of Virginia, Its business is to own
40,404 shares (81.37%) of the common stock of
Southwestern Virginia Energy Industries, Ltd., and
various other investments.
SOUTHWESTERN VIRGINIA ENERGY INDUSTRIES, LTD.
Southwestern Virginia Energy Industries, Ltd., is a
public utility holding company. Its business is to own
161,045 shares (100%) of Southwestern Virginia Gas
Company common stock, a public utility company; 5,000
shares of Southwestern Virginia Gas Company Preferred
stock; 200 shares (100%) of Southwestern Virginia Gas
Service Corporation common stock; 500 shares (100%) of
Midway Bottled Gas Inc. common stock; 2,550 shares
(100%) of Batt's Neck Properties, Inc. common stock;
and other investments.
SOUTHWESTERN VIRGINIA GAS COMPANY (A Public Utility Co.)
This company is engaged in the purchase, transmission,
distribution and sale of natural gas to the public in
the City of Martinsville, Henry County, and a small
portion of Pittsylvania County, Virginia. The Company
purchases its natural gas requirements from Williams
Co. and Amoco at various points on Transcontinental Gas
Pipeline Corporation's (Transco) system. The gas is
transmitted from the point of purchase to the Company's
tie in with Transco and then to the city of
Martinsville and Henry County through a 4" pipeline and
an 8" pipeline owned and operated by the Company. The
Company then distributes the gas to end users through
mains and services owned and operated by the Company in
the City of Martinsville, Counties of Henry and
Pittsylvania, Virginia.
Page 4 of 7
3. The following information for the last calendar year
with respect to the Claimant and each of its subsidiary public
utility companies:
(a) Number of Kwh. of electric energy sold (at
retail or wholesale), and Mcf. of natural or
manufactured gas distributed at retail:
No electric energy was sold and
1,098,323 Mcf of natural gas was sold in Virginia
with associated revenues of $6,049,022, and
774,837 Mcf of natural gas was transported to
Virginia with associated revenues of $337,370 by
the subsidiary public utility, Southwestern
Virginia Gas Company.
(b) Number of Kwh. of electric energy and
Mcf of natural or manufactured gas distributed at
retail outside the State in which each such
company is organized:
NONE
(c) Number of Kwh. of electric energy and
Mcf. of natural or manufactured gas sold at
wholesale outside the State in which each such
company is organized, or at the State line:
NONE
(d) Number of Kwh. of electric energy and
Mcf. of natural or manufactured gas purchased
outside of State in which each such company is
organized, or at the State line.
1,115,191 Mcf. purchased in Texas,
Louisiana, and Mississippi with
associated cost of $3,586,720
4. The following information for the reporting period with
respect to claimant and each interest it holds directly or
indirectly in an EWG or a foreign utility company, stating
monetary amounts in United States dollars:
(a) Name, location, business address and description
of the facilities used by the EWG or foreign utility
company for the generation, transmission and
distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
NONE
Page 5 of 7
(b) Name of each system company that holds
an interest in such EWG or foreign utility
company; and description of interest held.
NONE
(c) Type and amount of capital invested,
directly or indirectly, by the holding company
claiming exemption; any direct or indirect
guarantee of the security of the EWG or foreign
utility company by the holding company claiming
exemption; and any debt or other financial
obligation for which there is recourse, directly
or indirectly, to the holding company claiming
exemption or another system company, other than
the EWG or foreign utility company.
NONE
(d) Capitalization and earnings of the EWG
or foreign utility company during the reporting
period.
NONE
(e) Identify any service, sales or
construction contract(s) between the EWG or
foreign utility company and a system company, and
describe the services to be rendered or goods
sold and fees or revenues under such
agreements(s).
NONE
EXHIBIT A
A consolidating statement of income and surplus of the
Claimant and its subsidiary companies for the last calendar year,
together with a consolidating balance sheet of Claimant and its
subsidiary companies as of the close of such calendar year.
SCHEDULES 1 AND 2
Attached Hereto
Page 6 of 7
The above-named claimant has caused this statement to be
duly executed on its behalf by its authorized officer on this 8
day of February , 2000.
C. T. WILLIAMS & CO., INC.
s/C. T. Williams,III
By__________________________________
C. T. Williams, III
President
(CORPORATE SEAL)
ATTEST:
s/David McI. Williams
__________________________
SOUTHWESTERN VIRGINIA ENERGY IND.,LTD.
s/Ralph J. Pruitt
By____________________________
Ralph J. Pruitt
Vice President-Finance & Treas.
(CORPORATE SEAL)
ATTEST:
s/David McI. Williams
_________________________
Page 7 of 7
Name, title and address of officer to whom notices and
correspondence concerning this statement should be addressed:
Ralph J. Pruitt
Vice President of Finance & Treasurer
Southwestern Virginia Energy Ind., Ltd.
208 Lester Street
Martinsville, Virginia 24112
C. T. Williams, III
President
C. T. WILLIAMS & CO., INC.
9690 Deereco Road
Suite 130
Timonium, Maryland 21093
EXHIBIT B
Item No. Caption Heading Amount
1 Total Assets =$11,199,055
2 Total Operating Revenues = 9,810,810
3 Net Income = 417,983
EXHIBIT C
There are no EWG or foreign utility
companies in the holding company system.
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WILLIAMS ASSOCIATES,
INC, & SUBSIDIARIES Exhibit A
CONSOLIDATING Schedule 2 Page 1 of 2
BALANCE SHEET
12/31/1999 SWEST MIDWAY SWEST C. T. WMS BATT'S SWEST
VA. ENERGY BOTTLED VA. GAS & CO NECK VIRGINIA
IND., LTD. GAS CO. SERVICE INC. PROP GAS CO ELIMIN TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Current Assets
Cash 240,543 110,146 123,047 210,009 72,004 312,399 1,068,148
Accounts Receivable 105,074 131,875 1,565 1,004,279 1,242,793
Accts Rec - Other 68,031 247 2,203 70,481
AcCts Rec - Affiliates 2,440 0 2,440
Inventories 74,262 47,071 366,935 488,267
Treasury Bills 249,265 249,265
Funds 0
Misc Cur/Accd Assets 6,604 6,604
Prepayments 13,318 11,778 1,793 28,865 55,754
Total Current Assets 557,839 305,485 315,974 210,009 75,362 1,719,083 0 3,183,753
Investments at Cost
Various Investments 192,192 577,839 770,032
Swest Va Energy 11,987 (11,987) (0)
Swest Va Gas Common 477,380 (477,380) 0
Swest Va Gas Prefer 39,120 (39,120) 0
Midway Bottled Gas 379,187 (379,187) 0
Swest Va Gas Service 159,607 (159,607) 0
C. T. Williams Co. 0
Batt's Neck Prop 255,000 (255,000) 0
Total Investments 1,502,486 0 0 589,826 0 0 (1,322,281) 770,032
Property, Plant and 283,307 937,502 858,824 5,931 1,331,590 9,078,610 12,495,763
Equipment
Less: Accum Deprec (14,776) (659,619) (428,274) (5,931) (287,444) (3,943,763) (5,339,807)
Net Prop, Plant & Equip 268,531 277,884 430,550 0 1,044,146 5,134,846 0 7,155,957
Other Assets
Notes Rec - Affiliat 69,647 0 (69,647) 0
Goodwill 74,009 34,067 (523,161) (415,086)
Other 0 26,250 732 439,967 37,451 504,400
Total Other Assets 69,647 100,259 34,798 439,967 0 37,451 (592,808) 89,314
Total Assets 2,398,503 683,628 781,323 1,239,802 1,119,508 6,891,380 (1,915,089) 11,199,055
<CAPTION>
WILLIAMS ASSOCIATES, Exhibit A
INC, & SUBSIDIARIES Schedule 2 Page 2 of 2
CONSOLIDATING
BALANCE SHEET SWEST MIDWAY SWEST C. T. WMS BATT'S SWEST
12/31/1999 VA. ENERGY BOTTLED VA. GAS & CO NECK VIRGINIA
IND., LTD. GAS CO. SERVICE INC. PROP GAS CO ELIMIN TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
LIABILITIES AND
STOCKHOLDERS EQUITY
Current Liabilities
Accts Payable 29,477 21,146 2 1,106 697,777 749,508
Accts Payable - Other 37,500 0 5,608 43,108
Accts Pay - Affiliat 2,641 3,959 6,600
Notes Payable 0
Notes Pay - Afiliat 0
Current Portion-LT Debt 0 42,250 19,330 102,912 (12,044) 152,448
Taxes Payable 0 0 (23,398) 625 (35,659) (58,432)
Dividends Payable 750 750
Other Accrd Exp & Pay 26,541 28,585 76,419 16,711 322,135 470,392
Total Current Liabil 64,041 60,703 143,773 (23,396) 43,381 1,087,915 (12,044) 1,364,372
Long Term Debt 0 0 160,147 840,278 2,118,342 (69,647) 3,049,121
Less Current Portion 0 0 (42,250) (19,330) (102,912) 12,044 (152,447)
Net Long Term Debt 0 0 117,898 0 820,948 2,015,430 (57,603) 2,896,674
Other Liabilities 7,551 24,363 31,914
Deferred Credits
Other Deferred Credits 162 31,967 39,574 93,350 162,805 (93,350) 234,507
Defer Invest Tax Credit 0 58,903 58,903
Defer Credits-Billed Gas 344,995 344,995
Total Deferred Credits 162 31,967 39,574 93,350 0 566,702 (93,350) 638,404
Stockholders' Equity
Preferred Stock 50,000 (50,000) 0
Common Stock 49,654 5,000 2,000 31,950 255,000 402,613 (705,017) 41,200
Treasury Stock 0
Paid in Capital 182,572 158,532 157,607 28,403 (507,059) 20,055
Retained Earnings 2,102,075 419,876 296,108 1,137,898 179 2,740,318 (490,017) 6,206,436
Total Stckhlds' Equity 2,334,301 583,408 455,715 1,169,848 255,179 3,221,333 (1,752,092) 6,267,691
Total Liabil
& Stkhlds' Equity 2,398,503 683,628 781,323 1,239,802 1,119,508 6,891,380 (1,915,089) 11,199,055
<CAPTION>
WILLIAMS ASSOC, INC.
& SUBSIDIARIES Exhibit A
CONSOLIDATING STATEMENT Schedule 1
OF INCOME & RE
YEAR ENDING 12/31/1999
SWEST MIDWAY SWEST C. T. WMS BATT'S SWEST
VA. ENERGY BOTTLED VA. GAS & CO NECK VIRGINIA
IND., LTD. GAS CO. SERVICE INC. PROP GAS CO ELIMIN TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sales 1,652,399 1,587,074 153,103 6,418,234 9,810,810
Costs and Exp
Cost of Sales 835,446 794,314 0 3,808,510 5,438,269
Operating & Gen Exp 347,171 560,009 547,323 101,899 109,640 1,680,959 3,347,001
Depreciation 3,583 85,465 103,624 48,347 313,293 554,312
Total Costs & Exp 350,754 1,480,920 1,445,261 101,899 157,987 5,802,762 0 9,339,582
Other Income
Dividends 453,354 179,385 (601,714) 31,026
Gain or Loss on Assets (51,636) (51,636)
Other Income 100,858 13,855 189,632 44,271 23,041 (1,066) 370,591
Total Other Income 554,213 13,855 189,632 172,020 0 23,041 (602,780) 349,981
Other Expenses 24,087 8,798 169,401 (1,066) 201,219
Inc Before Inc Taxes 203,459 161,247 322,648 70,121 (4,884) 469,113 (601,714) 619,989
Income Taxes (89,511) 60,967 122,226 (44,328) (1,854) 154,506 202,006
Net Income 292,970 100,279 200,422 114,449 (3,030) 314,607 (601,714) 417,983
Retained Earn, Beg 2,002,755 394,597 255,686 1,167,804 3,209 2,634,849 (490,017) 5,968,883
Subtotal 2,295,725 494,876 456,108 1,282,253 179 2,949,455 (1,091,731) 6,386,866
Dividends Paid (193,651) (75,000) (160,000) (144,355) (209,138) 601,714 (180,430)
Retained Earn, End 2,102,075 419,876 296,108 1,137,898 179 2,740,318 (490,017) 6,206,436
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